Exhibit 10.1


 


 


 





Execution Version




 


 





Employment Agreement


 


This Employment Agreement (this “Agreement”),
dated as of December 11, 2015, is made by and between DENTSPLY International Inc., a Delaware corporation (together with any successor
thereto, the “Company”), and Bret W. Wise (“Executive”) (collectively referred to herein
as the “Parties”).


 


RECITALS


 


		A.	It is the desire of the Company to assure itself of the services of Executive effective as of the Effective Date and thereafter
by entering into this Agreement.



 


		B.	Executive and the Company mutually desire that Executive provide services to the Company on the terms herein provided.



 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing and of the respective covenants and agreements set forth below, the Parties hereto agree as follows:


 


1.Employment.


 


(a)General.
Effective on the consummation of the transactions (including without limitation the merger (“Merger”)) contemplated
by the Agreement and Plan of Merger (“Merger Agreement”) by and among DENTSPLY International Inc., Sirona Dental
Systems, Inc. and Dawkins Merger Sub, Inc., dated September 15, 2015 (the “Effective Date”), the Company shall
employ Executive and Executive shall remain in the employ of the Company, for the period and in the position set forth in this
Section 1, and subject to the other terms and conditions herein provided. In the event the above-mentioned closing does
not occur for any reason, this Agreement shall not become effective and shall be null and void and of no force or effect.


 


(b)This
Agreement shall supersede and replace the Employment Agreement made as of February 19, 2008 between the Company and Executive,
as amended through the date hereof (the “Prior Agreement”), which shall terminate and no longer be effective
as of the Effective Date.


 


(c)Employment
Term. The term of employment under this Agreement (the “Term”) shall be for the period beginning on the
Effective Date, and ending on the third anniversary of the Effective Date, subject to earlier termination as provided in Section
3. The Term shall automatically renew for additional twelve (12) month periods unless no later than ninety (90) days prior
to the end of the applicable Term either party gives written notice of non-renewal (“Notice of Non-Renewal”)
to the other in which case Executive’s employment will terminate at the end of the then-applicable
Term, subject to earlier termination as provided in Section 3. Notwithstanding the foregoing, in the event that any
Notice of Non-Renewal given by the Company indicates that the Company is willing to continue Executive’s employment under
the terms of a new agreement, then Executive and the Company shall negotiate in good faith regarding the terms of such new agreement.
If Executive and the Company have not agreed on the terms of a new agreement within 150 days following the date of such Notice
of Non-Renewal (the “Negotiation Term”), then Executive’s employment shall terminate upon expiration of
the Negotiation Term, unless otherwise agreed by the Company and Executive.


 






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(d)Position
and Duties. Executive shall serve as Executive Chairman of the Board of Directors of the Company (the “Board”)
with such responsibilities, duties and authority established in the Company’s bylaws, certificate of incorporation and Corporate
Guidelines/Policies all as in effect on the Effective Date, as they may be modified from time to time in accordance with their
terms. Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of the
Company (which shall include service to its Affiliates) and shall not engage in outside business activities (including serving
on outside boards or committees) without the consent of the Board, provided that Executive shall be permitted to (i) manage
Executive’s personal, financial and legal affairs, (ii) participate in trade associations, (iii) serve on the board
of directors of not-for-profit or tax-exempt charitable organizations, and (iv) with Board approval, serve on the board of directors
or similar board of for-profit organizations, in each case, subject to compliance with this Agreement and provided that such activities
do not materially interfere with Executive’s performance of Executive’s duties and responsibilities hereunder. Executive
agrees to observe and comply with the rules and policies of the Company and its subsidiaries as adopted by the Company or its Affiliates
from time to time, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive
(each, a “Policy”).


 


(e)Principal
Place of Employment. The Parties agree that Executive's principal office will be the Company’s
headquarters or such other principal office or offices, as appropriate for the performance of his duties, as determined in consultation
with the Board. The Parties understand that given the nature of Executive’s duties, Executive will be required to travel
and perform services at locations other than his principal office from time to time.


 


2.Compensation
and Related Matters.


 


(a)Annual
Base Salary. During the Term, Executive shall receive a base salary at a minimum rate of $900,000 per annum, which shall be
paid in accordance with the customary payroll practices of the Company and shall be pro-rated for partial years of employment.
Such annual base salary shall be subject to annual review and increase by the Board (such annual base salary, as it may be increased
from time to time, the “Annual Base Salary”).


 


(b)Bonus.
With respect to each fiscal year of the Company Executive will be eligible to participate in an annual incentive program established
by the Board. Executive’s annual incentive compensation under such incentive program, (the “Annual Bonus”)
shall be targeted at 120% of his Annual Base Salary (the “Target Bonus”), pro-rated for the fiscal year in which
the Term commences, with the expectation that the bonus will scale upward and downward based on actual performance, as determined
by the Board, such that the actual Annual Bonus payable to Executive may be greater than, equal to or less than the Target Bonus.
The Annual Bonus shall be based upon the achievement of Company and/or individual performance metrics as established by the Board.
The Annual Bonus for a fiscal year will be paid no later than the fifteenth day of the third month following the end of such fiscal
year.


 


(c)Long-Term
Incentive. Prior to the first anniversary of the Effective Date, the Company will adopt a broad-based equity compensation plan
and will grant Executive equity incentive awards (or other long-term incentive compensation) with a grant date fair value of at
least $3,920,000. The type of award and specific terms and conditions of such awards will be determined by the compensation committee
of the Board.


 






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(d)Benefits.
During the Term, Executive shall be eligible to participate in employee benefit plans, programs and arrangements generally available
from time to time to other similarly situated senior executives of the Company in the jurisdiction of Executive’s principal
office location.


 


(e)Paid
Time Off. During the Term, Executive shall be entitled to at least twenty five (25) days, on an annualized basis, of paid
personal leave in accordance with the Company’s Policies. Any vacation shall be taken at the reasonable and mutual convenience
of the Company and Executive. 





 


(f)Business
Expenses. During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred
by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement
Policy.


 


3.Termination.


 


Executive’s employment hereunder may
be terminated by the Company or Executive, as applicable, without any breach of this Agreement under the following circumstances:


 


(a)Circumstances.


 


(i)Death.
Executive’s employment hereunder shall terminate upon Executive’s death.


 


(ii)Disability.
If Executive has incurred a Disability, as defined below, the Company may terminate Executive’s employment.


 


(iii)Termination
for Cause. The Company may terminate Executive’s employment for Cause, as defined below.


 


(iv)Termination
without Cause. The Company may terminate Executive’s employment without Cause.


 


(v)Resignation
from the Company for Good Reason. Executive may resign Executive’s employment with the Company for Good Reason, as defined
below.


 


(vi)Resignation
from the Company without Good Reason. Executive may resign Executive’s employment with the Company without Good Reason.


 


(b)Notice
of Termination. Any termination of Executive’s employment by the Company or by Executive under this Section 3
(other than termination pursuant to paragraph (a)(i)) shall be communicated by a written notice to the other party hereto (i) indicating
the specific termination provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the provision so indicated, if applicable, and
(iii) specifying a Date of Termination which, if submitted by Executive pursuant to paragraph (a)(vi), shall be at least ninety
(90) days following the date of such notice (a “Notice of Termination”); provided, however, that in the
event that Executive delivers a Notice of Termination to the Company, the Company may, in its sole discretion, change the Date
of Termination to any date that occurs following the date of Company’s receipt of such Notice of Termination and is prior
to the date specified in such Notice of Termination. A Notice of Termination submitted by the Company may provide for a Date of
Termination on the date Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole
discretion. In the event of a dispute over Cause or Good Reason, either Party may introduce newly discovered or newly arising evidence
in support of or in opposition to its Cause or his Good Reason.


 






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(c)Company
Obligations upon Termination Not in Connection with Change in Control. Upon termination of Executive’s employment pursuant
to any of the circumstances listed in Section 3(a), Executive (or Executive’s estate) shall be entitled to receive
the sum of: (i) the portion of Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid
to Executive; (ii) any paid time off that has been accrued but unused in accordance with the Company’s Policies; (iii) any
reimbursements owed to Executive pursuant to Section 2(f); (iv) any amount accrued and arising from Executive’s
participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable
in accordance with the terms and conditions of such employee benefit plans, programs or arrangements; and (v) except in the case
of a termination of Executive’s employment for Cause pursuant to Section 3(a)(iii), any earned but unpaid Annual Bonus
for the prior fiscal year. Except as otherwise expressly required by law (e.g., COBRA (as defined below)) or as specifically provided
herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any)
shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated
by the Company for any reason, Executive’s sole and exclusive remedy shall be to receive the payments and benefits described
in this Section 3(c) or Section 4, as applicable.


 


(d)Deemed
Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from
all offices and directorships, if any, then held with the Company or any of its Affiliates.


 


4.Severance
Payments.


 


(a)Termination
for Cause, or Resignation without Good Reason. If Executive’s employment shall terminate pursuant to Section 3(a)(iii)
for Cause, or pursuant to Section 3(a)(v) for Executive’s resignation from the Company without Good Reason, then Executive
shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).


 


(b)Termination
without Cause, Resignation for Good Reason or Expiration of Term. If Executive’s employment
terminates without Cause pursuant to Section 3(a)(iv), Executive resigns for Good Reason pursuant to Section 3(a)(v),
or Executive’s employment terminates upon expiration of the Term or Negotiation Term by reason of the Company providing the
Notice of Non-Renewal then, subject to Executive signing on or before the 50th day following Executive’s Separation
from Service (as defined below), and not revoking, a release of claims in the Company’s customary form (the “Release”),
and Executive’s continued compliance with Sections 5 and 6, Executive shall receive, in addition to payments and benefits
set forth in Section 3(c), the following benefits:


 






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(i)Company
shall pay to Executive, an amount equal to two (2) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, payable
over twenty-four months immediately following the Release’s effective date in equal installments in accordance with the Company’s
regular payroll practice following the Date of Termination, until the earlier of (A) twenty-four (24) months after the Release’s
effective date or (B) the date the Executive first violates any of the restrictive covenants set forth in Sections 5 and 6
or the provisions of Section 7;


 


(ii)Company
shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full
fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the
fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been
paid had the Executive remained employed for the entire fiscal year;


 


(iii)Executive’s
equity awards which are outstanding on the Date of Termination shall (x) remain outstanding, (y) continue to vest notwithstanding
Executive’s termination of employment for a period of twenty-four (24) months following the Date of Termination, and (z)
remain exercisable until the earlier of ninety (90) days following the twenty-four (24) month anniversary after the Date of Termination
or the date such equity award would have expired had Executive remained in continuous employment;


 


(iv)Company
shall pay to Executive in a cash lump sum an amount equal to the amount of the premiums Executive would have been required to pay
to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on
the Date of Termination under the Company’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”) for twenty-four (24) months following the Date of Termination, which amount
shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects
COBRA continuation coverage;


 


(v)Subject
to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months
following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to
those provided to Executive and (as applicable) his dependents immediately prior to the date of termination or, as applicable and
if more favorable to Executive, those provided in respect of Executive immediately prior to the first occurrence of an event or
circumstance constituting Good Reason (in each case, however, subject to any amendments to such arrangements from time to time
that are generally applicable to senior executives of the Company), at no greater cost to Executive than the cost to Executive
immediately prior to such date or occurrence; and


 






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(vi)For
purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable
under any pension plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended)
maintained by the Company or its Affiliates (“Pension Plan”), and except to the extent it would result in a
duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination)
twenty-four (24) additional months of service credit thereunder and had been credited during such period with his compensation
as in effect immediately before termination (or, if greater and as applicable, immediately prior to the first occurrence of an
event or circumstance constituting Good Reason). In addition to the benefits to which Executive is entitled under any defined contribution
Pension Plan, the Company shall pay Executive a lump sum amount, in cash, equal to the sum of (A) the amount that would have been
contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four (24) months following
his termination (but not including as amounts that would have been contributed or credited an amount equal to the amount of any
reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit),
determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such
period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination (or,
if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason),
and (B) the excess, if any, of (x) Executive’s account balance under the Pension Plan as of the date of termination over
(y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan.


 


Notwithstanding the foregoing but subject
to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(b)(v) and (vii),
shall be paid sixty (60) days after Executive’s Date of Termination.


 


(c)Termination
in Connection With a Change in Control. In the event that Executive’s employment terminates
without Cause pursuant to Section 3(a)(iv) or Executive resigns for Good Reason pursuant to Section 3(a)(v)
within twenty-four (24) months following a Change in Control, subject to Executive signing on or before the 50th day
following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with
Sections 5 and 6, in lieu of any amounts payable under Section 4(b), then Executive shall receive, in addition to
payments and benefits set forth in Section 3(c), the following benefits:


 


(i)Company
shall pay to Executive, an amount equal to two and one-half (2 1⁄2) times the sum of (A) the Annual Base Salary plus (B) the
Target Bonus, payable in a lump sum (provided that payments shall be made in installments on the Schedule described in Section
4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation
Section 1.409A-3(i)(5));


 


(ii)Company
shall pay to Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full
fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the
fiscal year in which the Date of Termination occurs, payable in a lump sum cash amount at the time it would otherwise have been
paid had the Executive remained employed for the entire fiscal year;


 






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(iii)Company
shall pay to Executive an amount equal to the amount of the premiums Executive would have been required to pay to continue Executive’s
and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under
the Company’s group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which
amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive
elects COBRA continuation coverage;


 


(iv)Subject
to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months
following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to
those provided to Executive and (as applicable) his dependents immediately prior to the date of termination or, as applicable and
if more favorable to Executive, those provided in respect of Executive immediately prior to the first occurrence of an event or
circumstance constituting Good Reason (in each case, however, subject to any amendments to such arrangements from time to time
that are generally applicable to senior executives of the Company), at no greater cost to Executive than the cost to Executive
immediately prior to such date or occurrence; and


 


(v)For
purposes of determining the amount of any benefit payable to Executive and Executive’s right to any benefit otherwise payable
under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive
shall be treated as if he had accumulated (after the date of termination) thirty (30) months of service credit thereunder and had
been credited during such period with his compensation as in effect immediately before termination (or, if greater and as applicable,
immediately prior to the first occurrence of an event or circumstance constituting Good Reason). In addition to the benefits to
which Executive is entitled under any defined contribution Pension Plan, the Company shall pay Executive a lump sum amount, in
cash, equal to the sum of (A) the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s
behalf during the thirty (30) months following his termination (but not including as amounts that would have been contributed or
credited an amount equal to the amount of any reduction in base salary, bonus or other compensation that would have occurred in
connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions
thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in
effect immediately before termination (or, if greater and as applicable, immediately prior to the first occurrence of an event
or circumstance constituting Good Reason), and (B) the excess, if any, of (x) Executive’s account balance under the Pension
Plan as of the date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension
Plan.


 






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Notwithstanding the foregoing but subject
to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(iii), and (v),
shall be paid sixty (60) days after Executive’s Date of Termination.


 


(d)Termination
Upon Death. If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i),
the Executive’s estate or beneficiary shall be entitled to receive in addition to payments and benefits set forth in Section
3(c) subject to signing on or before the 50th day following Executive’s death, and not revoking, the Release:


 


(i)a
lump sum payment equal to Executive’s annual Base Salary as in effect on the date of death;


 


(ii)an
amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s
employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination
occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for
the entire fiscal year; and


 


(iii)Executive’s
equity awards shall vest in full at the Date of Termination, with any performance based awards vesting at the greater of target
or actual performance through the Date of Termination.


 


Notwithstanding the foregoing but subject
to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(d)(i), shall be paid
sixty (60) days after Executive’s Date of Termination.


 


(e)Termination
Upon Disability. If Executive’s employment shall terminate as a result of or Disability pursuant to Section 3(a)(ii),
Executive shall be entitled to receive in addition to the payments and benefits set forth in Section 3(c), subject to signing
on or before the 50th day following his Date of Termination, and not revoking, the Release:


 


(i)an
amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s
employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination
occurs, payable in a lump sum cash amount at the time it would otherwise have been paid had the Executive remained employed for
the entire fiscal year; and


 


(ii)Executive’s
equity awards vest in full at the Date of Termination, with any performance based awards vesting at the greater of target or actual
performance through the Date of Termination.


 


(f)Survival.
Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 5 through 11 and Section
13(i) will survive the termination of Executive’s employment and the expiration or termination of the Term.


 






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(d)No Mitigation; Payment to Surviving
Spouse. Notwithstanding anything to the contrary in this Agreement, Executive shall not be required to seek other employment
or otherwise mitigate any damages resulting from any termination of employment. In the event of Executive’s death prior to
payment of all compensation and benefits due to Executive under Section 3(c) or Section 4 of this Agreement, any
remaining compensation and benefits shall be paid to his spouse, if any, or if none as required by laws of succession or intestacy.


 


5.Covenants.
Executive acknowledges that Executive has been provided with Confidential Information (as defined
below) and, during the Term, the Company from time to time will provide Executive with access to Confidential Information. Ancillary
to the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information,
and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the
Company and Executive agree to the following provisions, for which Executive agrees he received adequate consideration and which
Executive acknowledges are reasonable and necessary to protect the legitimate interests of the Company and represent a fair balance
of the Company’s rights to protect its business and Executive’s right to pursue employment:


 


(a)Executive
shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest
in, interview for a potential employment or consulting relationship with, or manage, provide services to or operate any person,
firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder,
consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the
Company anywhere in the world. Nothing herein shall prohibit Executive from being a passive owner of not more than 5% of the outstanding
equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such
entity.


 


(b)Executive
shall not, at any time during the Restriction Period, directly or indirectly, engage or prepare to engage in any of the following
activities: (i) solicit, divert or take away any customers, clients, or business acquisition or other business opportunity of the
Company, (ii) contact or solicit, with respect to hiring, or knowingly hire any employee of the Company or any person employed
by the Company at any time during the 12-month period immediately preceding the Date of Termination, (iii) induce or otherwise
counsel, advise or encourage any employee of the Company to leave the employment of the Company, or (iv) induce any distributor,
representative or agent of the Company to terminate or modify its relationship with the Company.


 


(c)In
the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by
reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive
in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over
the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it
may be enforceable, all as determined by such court in such action.


 






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(d)As
used in this Section 5, (i) the term “Company” shall include the Company and its direct and indirect
parents and subsidiaries; (ii) the term “Business” shall mean the business of the Company and shall include
(a) designing, developing, distributing, marketing or manufacturing dental products or (b) any other process, system, product or
service marketed, sold or under development by the Company at any time during Executive’s employment with the Company; and
(iii) the term “Restriction Period” shall mean the period beginning on the Effective Date and ending twenty-four
(24) months following the Date of Termination for any reason.


 


(e)Executive
agrees, during the Term and following the Date of Termination, to refrain from Disparaging (as defined below) the Company and its
Affiliates, including any of its services, technologies, products, processes or practices, or any of its directors, officers, agents,
representatives or stockholders, either orally or in writing. Nothing in this paragraph shall preclude Executive from making truthful
statements that are reasonably necessary to comply with applicable law, regulation or legal process, or to defend or enforce Executive's
rights under this Agreement. For purposes of this Agreement, “Disparaging” means making remarks, comments or statements,
whether written or oral, that impugn or are reasonably likely to impugn the character, integrity, reputation or abilities of the
entities, persons, services, products, technologies, processes or practices listed in this Section 5(e).


 


(f)Executive
agrees that during the Restriction Period, Executive will cooperate fully with the Company in its defense of or other participation
in any administrative, judicial or other proceeding arising from any charge, complaint or other action which has been or may be
filed.


 


(g)Notwithstanding
anything to the contrary contained in this Agreement, if and to the extent requested by the Company during the period commencing
on the Date of Termination and ending at the end of the Restriction Period, Executive agrees to provide to the Company up to five
(5) hours of consulting services per month, on an “as needed” basis at times and in a manner that is mutually convenient.
Executive shall not receive any additional compensation for the provision of these consulting services beyond the severance benefits
otherwise payable pursuant to Section 4 in connection with Executive’s services rendered during the Term.


 


6.Nondisclosure of Proprietary
Information.


 


(a)Except
in connection with the faithful performance of Executive’s duties hereunder or pursuant to Section 6(c) and (e), Executive
shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish,
or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company) any
confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business
plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights
and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes,
methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned,
developed or possessed by the Company, whether in tangible, intangible or electronic form, information with respect to the Company’s
operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential
customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees
or other terms of employment) (collectively, the “Confidential Information”), or deliver to any person, firm,
corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential
Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material
and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).
Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally
available to the public or is publicly available or has become public or general industry knowledge prior to the date Executive
proposes to disclose or use such information, provided, that such publishing or public availability or knowledge of the
Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations
under this Section 6(a) or any other similar provision by which Executive is bound, or from any third-party breaching a
provision similar to that found under this Section 6(a). For the purposes of the previous sentence, Confidential Information
will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been
separately published, but only if material features comprising such information have been published or become publicly available.


 






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(b)Upon
termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company all
correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any
other documents or property (in whatever form) concerning the Company’s customers, business plans, marketing strategies,
products, property, processes or Confidential Information.


 


(c)Executive
may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof,
shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other
information sought and shall assist such counsel at Company’s expense in resisting or otherwise responding to such process,
in each case to the extent permitted by applicable laws or rules.


 


(d)As
used in this Section 6 and Section 7, the term “Company” shall include the Company and its direct
and indirect parents and subsidiaries.


 


(e)Nothing
in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court
order (subject to the requirements of Section 6(c) above), (ii) disclosing information and documents to Executive’s
attorney, financial or tax adviser for the purpose of securing legal, financial or tax advice, (iii) disclosing Executive’s
post-employment restrictions in this Agreement in confidence to any potential new employer of Executive, or (iv) retaining, at
any time, Executive’s personal correspondence, Executive’s personal contacts and documents related to Executive’s
own personal benefits, entitlements and obligations, except where such correspondence, contracts and documents contain Confidential
Information.


 


7.Inventions.



 


All rights to discoveries, inventions, improvements
and innovations (including all data and records pertaining thereto) related to the Business, whether or not patentable, copyrightable,
registrable as a trademark, or reduced to writing, that Executive may discover, invent or originate during the Term, either alone
or with others and whether or not during working hours or by the use of the facilities of the Company (“Inventions”),
shall be the exclusive property of the Company. Executive shall promptly disclose all Inventions to the Company, shall execute
at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect
its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending
and enforcing the Company’s rights therein. Executive hereby appoints the Company as Executive’s attorney-in-fact to
execute on Executive’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or
perfect its rights to any Inventions. During the Restriction Period, Executive shall assist Company and its nominee, at any time,
in the protection of Company’s (or its Affiliates’) worldwide right, title and interest in and to Inventions and the
execution of all formal assignment documents requested by Company or its nominee and the execution of all lawful oaths and applications
for patents and registration of copyright in the United States and foreign countries.


 






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8.Injunctive
Relief.


 


It is recognized and acknowledged by Executive
that a breach of the covenants contained in Sections 5- 6 or 7 will cause irreparable damage to Company and its goodwill,
the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be
inadequate. Accordingly, Executive agrees that in the event of a breach of any of the covenants contained in Sections 5- 6
or 7, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific
performance and injunctive relief without the requirement to post bond.


 


9.Maximum
Payment Limit. If any payment or benefit due under this Agreement, together with all other
payments and benefits that Executive receives or is entitled to receive from the Company or any of its subsidiaries, Affiliates
or related entities, would (if paid or provided) constitute an excess parachute payment for purposes of Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), the amounts otherwise payable and benefits otherwise due under
this Agreement will either (i) be delivered in full, or (ii) be limited to the minimum extent necessary to ensure that no portion
thereof will fail to be tax-deductible to the Company by reason of Section 280G of the Code, whichever of the foregoing amounts,
taking into account the applicable federal, state or local income and employment taxes and the excise tax imposed under Section
4999 of the Code, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding
that all or some portion of such benefits may be subject to the excise tax imposed under Section 4999 of the Code. In the event
that the payments and/or benefits are to be reduced pursuant to this Section 9, such payments and benefits shall be reduced
such that the reduction of cash compensation to be provided to the Executive as a result of this Section 9 is minimized.
In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code
and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced
on a pro rata basis but not below zero. All determinations required to be made under this Section 9 shall be made by the
Company’s independent public accounting firm, or by another advisor mutually agreed to by the parties, which shall provide
detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from
Executive that there has been a payment or benefit subject to this Section 9, or such earlier time as is requested by the
Company.


 






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10.Clawback
Provisions.


 


Notwithstanding any other provisions in
this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to Executive pursuant to this
Agreement or any other agreement or arrangement with the Company which is subject to recovery under any Policy, law, government
regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made
pursuant to such Policy, law, government regulation or stock exchange listing requirement.


 


11.Assignment
and Successors.


 


The Company may assign its rights and obligations
under this Agreement to a United States subsidiary of the Company that is the main operating company of the Company (or the principal
employer of employees of the Company and its subsidiaries) in the United States or to any successor to all or substantially all
of the business or the assets of the Company (by merger or otherwise), and may assign or encumber this Agreement and its rights
hereunder as security for indebtedness of the Company and its Affiliates. This Agreement shall be binding upon and inure to the
benefit of the Company, Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators,
heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or
transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will or operation
of law. Notwithstanding the foregoing, Executive shall be entitled, to the extent permitted under applicable law and any applicable
Company benefit plans or arrangements, to select and change a beneficiary or beneficiaries to receive compensation hereunder following
Executive’s death by giving written notice thereof to the Company.


 


12.Certain
Definitions.


 


(a)Affiliate.
“Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, the Person specified.


 


(b)Beneficial
Owner. “Beneficial Owner” shall have the meaning defined in Rule 13d-3 under the Exchange Act.


 


(c)Cause.
The Company shall have “Cause” to terminate Executive’s employment hereunder upon:


 


(i)a
majority, plus at least one, of the members of the Company’s Board of Directors, excluding Executive, determining that (a)
Executive has committed an act of fraud against the Company, or (b) Executive has committed an act of malfeasance, recklessness
or gross negligence against the Company that is materially injurious to the Company or its customers; or


 






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(ii)Executive
materially breaching the terms of this Agreement; or


 


(iii)Executive’s
indictment for, or conviction of, or pleading no contest to, a felony or a crime involving Executive’s moral turpitude.


 


Notwithstanding the foregoing, clauses
(i) – (iii) shall not constitute “Cause” unless and until the Company has: (x) provided Executive, within 60
days of any Company director’s knowledge of the occurrence of the facts and circumstances underlying such Cause event, written
notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (y) provided Executive
with an opportunity to cure the same (if curable) within 30 days after the receipt of such notice.


 


(d)Change
in Control. “Change in Control” shall mean an event set forth in any one of the following paragraphs shall have
occurred following the Effective Date:


 


(i)any Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with
a transaction described in clause (2) of paragraph (iii) below; or


 


(ii)the following individuals
cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date,
constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended
by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or
whose appointment, election or nomination for election was previously so approved or recommended; or


 


(iii)there is consummated
a merger or consolidation of the Company (or any direct or indirect parent or subsidiary of the Company) with any other company,
other than (1) a merger or consolidation which would result in the Beneficial Owners of the voting securities of the Company outstanding
immediately prior thereto continuing to own, in combination with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates, more than 50% of the combined voting power of the voting
securities of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger
or consolidation is then a subsidiary, the ultimate parent thereof outstanding immediately after such merger or consolidation,
(2) a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute
at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company
or the entity surviving such merger or consolidation is then a subsidiary, the ultimate parent thereof, or (3) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person
any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting power of the
Company’s, a surviving entity’s or, if the Company or the entity surviving such merger or consolidation is then a subsidiary,
the ultimate parent’s then outstanding securities; or


 






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(iv)the stockholders of the
Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale
or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company
of all or substantially all of the Company's assets immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed
or any parent thereof.


 


Notwithstanding the foregoing, a
Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated
transactions immediately following which the holders of Common Shares immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets
of the Company immediately following such transaction or series of transactions.


 


(e)Date
of Termination. “Date of Termination” shall mean (i) if Executive’s employment is terminated by Executive’s
death, the date of Executive’s death; (ii) if Executive’s employment is terminated pursuant to Section 3(a)(ii)
– (vi) either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section
3(b), whichever is earlier.


 


(f)Disability.
“Disability” shall mean, at any time the Company or any of its affiliates sponsors a long-term disability plan for
the Company’s employees, “disability” as defined in such long-term disability plan for the purpose of determining
a participant’s eligibility for benefits, provided, however, if the long-term disability plan contains multiple definitions
of disability, “Disability” shall refer to that definition of disability which, if Executive qualified for such disability
benefits, would provide coverage for the longest period of time. The determination of whether Executive has a Disability shall
be made by the person or persons required to make disability determinations under the long-term disability plan. At any time the
Company does not sponsor a long-term disability plan for its employees, Disability shall mean Executive’s inability to perform,
with or without reasonable accommodation, the essential functions of Executive’s position hereunder for a total of three
months during any twelve-month period as a result of incapacity due to mental or physical illness as determined by a physician
selected by the Company (or its insurers). Any unreasonable refusal by Executive to submit to a medical examination for the purpose
of determining Disability within a reasonable period following a written request by the Company (or its insurers) shall be deemed
to constitute conclusive evidence of Executive’s Disability.


 






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(g)Exchange
Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(h)Good
Reason. “Good Reason” shall mean:


 


(i)a
reduction in Base Salary, other than any reduction which is insignificant or is implemented as part of a formal austerity program
approved by the Board and applicable to all other senior executive officers of the Company, provided such reduction does not reduce
Executive’s Base Salary by a percentage greater than the average reduction in compensation of all other senior executive
officers of the Company;


 


(ii)the
Company reduces Executive’s total target annual compensation opportunity (Annual Base Salary plus Target Bonus plus grant
date value of annual equity awards) below (A) the amount specified in Sections 2(a), (b) and (c) during the
first year of the Term, (B) during the second year of the Term, the lesser of $5,900,000 and seventy-five percent (75%) of the
total target annual compensation of the Chief Executive Officer of the Company in respect of such year and (C) during the third
year of the Term, the lesser of $5,900,000 and seventy percent (70%) of the total target annual compensation of the Chief Executive
Officer of the Company in respect of such year;


 


(iii)a
material, adverse change in Executive’s responsibilities, authority or duties (including as a result of the assignment of
duties materially inconsistent with Executive’s position);


 


(iv)the
Company breaches a material obligation to Executive under the terms of this Agreement; and


 


(v)the
Company delivering to Executive a Notice of Non-Renewal which does not include a request to negotiate a new agreement during the
Negotiation Term;


 


However, none of the foregoing events
or conditions will constitute Good Reason unless: (x) Executive provides the Company with written objection to the event or condition
within ninety (90) days following the occurrence thereof, (y) the Company does not reverse or otherwise cure the event or condition
within thirty (30) days of receiving that written objection, and (z) the Executive resigns his employment within thirty (30) days
following the expiration of that cure period.


 


(i)Person.
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof, except that such term shall not include (i) the Company or its Subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders
of the Company in substantially the same proportions as their ownership of Common Shares of the Company.


 






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13.Miscellaneous
Provisions.


 


(a)Governing
Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise
in accordance with the substantive laws of State of New York without reference to the principles of conflicts of law of the State
of New York or any other jurisdiction, and where applicable, the laws of the United States.


 


(b)Validity.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


(c)Notices.
Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or
refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage
prepaid, as follows:


 


 (i) If to the Company, to the attention of the General Counsel at its headquarters,




 


(ii)If
to Executive, at the last address that the Company has in its personnel records for Executive, or


 


(iii)At
any other address as any Party shall have specified by notice in writing to the other Party.


 


(d)Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together
will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for all purposes.


 


(e)Entire
Agreement. The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect
to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral (including, without
limitation, the Prior Agreement). The Parties further intend that this Agreement shall constitute the complete and exclusive statement
of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding
to vary the terms of this Agreement.


 


(f)Amendments;
Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive
and a duly authorized officer of Company (other than Executive). By an instrument in writing similarly executed, Executive or a
duly authorized officer of the Company (other than Executive) may waive compliance by the other Party with any specifically identified
provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however,
that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to
exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right,
remedy, or power provided herein or by law or in equity.


 






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(g)Construction.
This Agreement shall be deemed drafted equally by both the Parties. Its language shall be construed as a whole and according to
its fair meaning. Any presumption or principle that the language is to be construed against any Party shall not apply. The headings
in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs,
subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary.
Also, unless the context clearly indicates to the contrary, (i) the plural includes the singular and the singular includes the
plural; (ii) “and” and “or” are each used both conjunctively and disjunctively; (iii) “any,”
“all,” “each,” or “every” means “any and all,” and “each and every”;
(iv) “includes” and “including” are each “without limitation”; (v) “herein,” “hereof,”
“hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any
particular paragraph, subparagraph, section or subsection; and (vi) all pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.


 


(h)Arbitration.
If any dispute or controversy arises under or in connection with this Agreement, is not resolved within a commercially reasonable
time not to exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before
a single neutral arbitrator at a location mutually agreed between the Company and Executive within the state of the Company’s
headquarters at such time in accordance with the Employment Arbitration Rules & Procedures of JAMS (“JAMS”) then
in effect, in accordance with this Section 13(h), except as otherwise prohibited by any nonwaivable provision of applicable
law or regulation. The parties hereby agree that the arbitrator shall construe, interpret and enforce this Agreement in accordance
with its express terms, and otherwise in accordance with the governing law as set forth in Section 13(a). Judgment may be
entered on the arbitration award in any court having jurisdiction, provided, however, that the either Party shall be entitled
to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of
the provisions of this Agreement and Executive hereby consents that such restraining order or injunction may be granted without
requiring the other Party to post a bond. Unless the parties otherwise agree, only individuals who are on the JAMS register of
arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have the right to propound
no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert
witness designated by the other party. Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare
written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid,
binding, final and enforceable by any court of competent jurisdiction. In the event action is brought pursuant to this Section
13(h), the arbitrator shall have authority to award fees and costs to the prevailing party, in accordance with applicable law.
If in the opinion of the arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses.
Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be construed as precluding
the bringing of an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution
process and any arbitration hereunder shall be confidential and neither any Party nor the arbitrator shall disclose the existence,
contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a
Court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Notwithstanding
the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights
by Court action instead of arbitration. The Company may also enjoin by Court action any breach of Sections 5-6 or 7
as permitted by Section 8.


 






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(i)Enforcement.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during
the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added
automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as
may be possible and be legal, valid and enforceable.


 


(j)Withholding.
The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding
or other taxes or charges which the Company is required to withhold or by its Policies it customarily withholds. The Company shall
be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.


 


(k)Section
409A.


 


(i)General.
The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of
the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section
409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.


 


(ii)Separation
from Service. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement
that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon
Executive’s termination of employment shall be payable only upon Executive’s “separation from service”
with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below,
any such compensation or benefits described in Sections 4(b)-(e) shall not be paid, or, in the case of installments, shall
not commence payment, until the sixtieth (60th) day following Executive’s Separation from Service (the “First Payment
Date”). Any lump sum payment or installment payments that would have been made to Executive during the sixty (60) day
period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive
on the First Payment Date and any remaining installment payments shall be made as provided in this Agreement.


 


(iii)Specified
Employee. Notwithstanding anything in this Agreement to or any other agreement providing compensatory payments to Executive
to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified
employee” for purposes of Section 409A, any payment of compensation or benefits to which Executive is entitled under this
Agreement or any other compensatory plan or agreement that is considered nonqualified deferred compensation under Section 409A
payable as a result of Executive’s Separation from Service shall be delayed to the extent required in order to avoid a prohibited
distribution under Section 409A until the earlier of (i) the expiration of the six-month period measured from the date of
Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business
day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall
be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive
under this Agreement or any other compensatory plan or agreement shall be paid as otherwise provided herein or therein.


 






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(iv)Expense
Reimbursements. To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements
payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was
incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred,
the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other
than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement under this Agreement
will not be subject to liquidation or exchange for another benefit.


 


(v)Tax
Gross Up Payments. Any tax gross-up payments to which Executive is entitled hereunder shall be paid to Executive no later than
December 31 of the year next following the year which Executive remits the related tax payments to the applicable tax authorities,
including the amount of additional taxes imposed upon Executive due to the Company’s reimbursement of the taxes on the compensation
subject to the tax gross up.


 


(vi)Installments.
Executive’s right to receive any installment payments under this Agreement, including without limitation any continuation
salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments
and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under
Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such
acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.


 


14.Executive
Acknowledgement.


 


Executive acknowledges that Executive has
read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or
promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on
Executive’s own judgment.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date and year first above written.


 





 


	 	DENTSPLY INTERNATIONAL INC.
	 	 
	 	By: 	/s/ Michael J. Coleman	 
	 	 	Name: Michael J. Coleman

                                                                   Title:   Director and Chairperson of Human

                                                                               Resources Committee




 





 





	 	EXECUTIVE
	 	 
	 	By: 	/s/ Bret W. Wise	 
	 	 	Bret W. Wise


 


 






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